General Terms and Conditions of Sale for GMP SA (September 2016)

General Terms and Conditions of Sale for GMP SA (The French version is valid in law)
(30 September 2016 Edition)

1. General

1.1 The contract is deemed effective upon receipt of written confirmation from GMP documenting that it accepts the order (order confirmation).

1.2 These terms and conditions of sale govern the relationship between the parties when the offer [or order confirmation] states that they are applicable. No terms and conditions of the buyer that differ from those contained herein are valid unless expressly accepted in writing by GMP.

2. Scope of deliveries and services

The order confirmation and any appendices thereto shall provide a complete list of deliveries and services from GMP.

3. Plans and technical documents

Unless otherwise stipulated, brochures and catalogs, drawings and pictures are not binding on GMP. Information appearing on technical documents, is binding on GMP only in the case of them being expressly mentioned as such.

4. Prices

Prices are understood to be net, excluding taxes, in Swiss francs, delivered duty paid to the customer.
Installation charges are at the customer’s expense (unless otherwise indicated in our offer).

5. Terms of payment

5.1 Payments shall be made to GMP’s registered office within 30 days as from the invoice date, with no deduction for discounts, expenses, taxes, tariffs, levies, customs duties and other fees unless otherwise indicated in the order confirmation. GMP reserves the right to request a bank guarantee from the buyer.

5.2 If payment is not received by the due date, the buyer shall be charged interest, without formal notice, calculated as from the agreed due date, at the Swiss National Bank discount rate plus 4%.
The right to claim compensation for other losses remains reserved.

5.3 Delivery of an accessory after delivery of a device shall not justify holdback by the buyer of all or part of the total payment.

6. Reservation of ownership

GMP retains ownership of the entire delivery until receipt of payment in full in accordance with the contract. Upon entering into the contract, the buyer authorizes GMP (if it deems necessary) to enter the reservation of ownership clause into the public register and to complete all necessary formalities at GMP’s expense.

Throughout the reservation of ownership period, the buyer shall maintain the delivery in the condition in which it was delivered and shall, at its own expense, insure the goods in favor of GMP against theft, breakage, fire, water damage and other risks. In addition, the buyer shall take all appropriate measures to prevent any interference with GMP’s ownership right.

7. Term of Delivery

7.1 The term of delivery runs from the moment the parties enter into the contract, all official administrative formalities have been completed, payments and any security required in the order have been provided, and technical issues have been resolved.

7.2 The term of delivery is extended for an appropriate period if:

- Compelling circumstances affecting GMP, the buyer, or a third party (for example, GMP's third-party supplier) occur that GMP is unable to prevent, despite the required attention. As an example, such circumstances include epidemics, mobilization, war, riot, significant disruptions in business operations, accidents, labor disputes, late or defective delivery of necessary raw materials, semi-finished or finished products, administrative measures or omissions, natural disasters.

- The buyer or a third party is delayed in performing work required of him or in fulfilling his contractual obligations, particularly if the buyer does not comply with payment terms.

​8. Transfer of profits and risks

8.1 Profits and risks transfer to the buyer no later than when deliveries arrive at the location specified by the buyer.

8.2 If shipment is delayed upon request of the buyer or for other reasons not attributable to GMP, the risks transfer to the buyer at the time initially scheduled for delivery. From that time, deliveries shall be stored and insured at the buyer’s expense and risk. The warranty period runs from the date initially scheduled for delivery.

9. Acceptance procedures for deliveries and services

9.1 GMP shall check deliveries and services in accordance with customary practices before shipping. The buyer may call for additional verification only pursuant to a special agreement and at the buyer's expense.

9.2 The buyer is required to check deliveries and services within 8 days and immediately notify GMP of any defects in writing. Otherwise, deliveries and services shall be deemed accepted.

9.3 The buyer shall give GMP the opportunity to remedy any defect notified in accordance with 9.2 above and GMP is required to do so as soon as possible.

9.4 Regardless of the defects affecting deliveries or services, the buyer only has the rights and claims mentioned expressly in clauses 9 and 10 of these terms and conditions of sale (warranty, liability for defects).

10. Warranty, liability for defects

10.1 The warranty period runs from the time the delivery leaves GMP's warehouse for the period specified in its order confirmation.

An additional 3-month warranty period is applicable to replaced parts and runs from the time of replacement by GMP.

The right to the warranty expires prematurely if the buyer or a third party makes modifications or inappropriate repairs, or in the case of a defect, if the buyer does not take all appropriate measures to reduce the resulting damage and does not give GMP the opportunity to remedy it.

10.2 The only features promised are those described as such in the specifications. They are covered by the warranty only until expiration of the warranty period.

10.3 The warranty and GMP's responsibility are excluded for damage that is not proven to result from defective materials, a design defect or faulty manufacturing, such as damage due to natural wear and tear, inadequate maintenance, failure to follow instructions for use, excessive demands, inappropriate use of the operating material, vandalism and willful damage, chemical or electrolytic influences, manufacturing or installation work not performed by GMP, and other causes not attributable to GMP.

10.4 The buyer’s rights and claims due to defects affecting the materials, design or manufacturing and those arising from the absence of promised features are limited to those expressly mentioned in 10.1 and 10.3 above.

10.5 GMP offers no warranty on computer software.

11. Maintenance / incidents

11.1 The devices and instruments subject to the agreed deliveries must be maintained in accordance with the operating manual. The buyer may enter into a special maintenance / service contract with GMP. GMP shall not accept liability if the buyer fails to maintain the products or has maintenance performed by unauthorized persons.

11.2 The buyer shall notify GMP of any incidents concerning the devices / instruments mentioned above and experiences that may be taken into consideration for their manufacturing.

12. Exclusion for GMP of all other liability

In particular, all claims for compensation, price reductions, and contract cancellation or termination that are not expressly specified by the contract are excluded. The buyer may not under any circumstances demand reparation for damage that is not caused to the actual products delivered, such as production losses, operating losses, business losses, earnings losses, data losses, moving costs, accidents and any other direct or indirect damage. This exclusion of liability is not in effect in the case of fraud or serious negligence by GMP. However, it applies to fraud and serious negligence by surrogates.

The exclusion is also not in effect whenever it conflicts with mandatory statutory provisions (for example, with regard to product liability).

In case of GMP being held liable, the total amount of claims and compensations, will be limited to the maximum value of the net order tax free, of the product or service at the origin of the claim.

13. Applicable law and jurisdiction

13.1 The jurisdiction for the parties is at the headquarters of GMP in Renens, Switzerland.

However, GMP is entitled to bring proceedings against the buyer in the jurisdiction of the buyer’s headquarters.

Since 1977, GMP has been active in the fields of lasers, spectroscopy, photonics and micropositioning. Thanks to an efficient sales and service organization, GMP has become not only a top distributor of high technology products, but is also able to propose turnkey solutions for equipment integration, developed by GMP's engineering department.